Item
1. Financial Statements
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BRANDS INC.
Unaudited
Condensed Balance Sheets
(in
thousands, except share and per share figures)
See
accompanying notes to unaudited condensed financial statements.
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BRANDS, INC.
Unaudited
Condensed Statements of Income
(in
thousands, except per share figures)
See
accompanying notes to unaudited condensed financial statements.
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BRANDS, INC.
Unaudited
Condensed Statements of Changes in Stockholders’ Equity
(in
thousands)
| |
Thirteen Weeks Ended April 3, 2021 | |
| |
Common Stock | | |
Additional Paid-in Capital | | |
Retained Earnings | | |
Total | |
| |
| | |
| | |
| | |
| |
January 2, 2021 | |
$ | 52 | | |
$ | 207 | | |
$ | 3,569 | | |
$ | 3,828 | |
Beginning Balance | |
$ | 52 | | |
$ | 207 | | |
$ | 3,569 | | |
$ | 3,828 | |
Net income | |
| — | | |
| — | | |
| 80 | | |
| 80 | |
April 3, 2021 | |
$ | 52 | | |
$ | 207 | | |
$ | 4,245 | | |
$ | 4,504 | |
Ending Balance | |
$ | 52 | | |
$ | 207 | | |
$ | 4,245 | | |
$ | 4,504 | |
See
accompanying notes to unaudited condensed financial statements.
TOFUTTI
BRANDS INC.
Unaudited
Condensed Statements of Cash Flows
(in
thousands)
See
accompanying notes to unaudited condensed financial statements.
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BRANDS INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
(In thousands, except for share and per share data)
Note
1: Basis of Presentation
The
accompanying unaudited condensed financial information, in the opinion of management, reflects all adjustments (which include only normally
recurring adjustments) necessary to present fairly the Company’s financial position, operating results and cash flows for the periods
presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of
the Securities and Exchange Commission. The results of operations for the thirteen-week period ended April 2, 2022 are not necessarily
indicative of the results to be expected for the full year or any other period.
The
Company’s fiscal year is either a fifty-two or fifty-three-week period which ends on the Saturday closest to December 31st.
Note
2: Recently Issued Accounting Standards
The
Company considers the applicability and impact of all Accounting Standard Updates (“ASUs”). ASUs not discussed below were
assessed and determined to be either not applicable or are expected to have minimal impact on the Company’s balance sheets or statements
of operations.
In
June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments.
The amendments in this Update require a new topic to be added (Topic 326) to the Accounting Standards Codification (“ASC”)
and removes the thresholds that entities apply to measure credit losses on financial instruments measured at amortized cost, such as
loans, trade receivables, reinsurance recoverables, and off-balance-sheet credit exposures, and held-to-maturity securities. Under current
U.S. GAAP, entities generally recognize credit losses when it is probable that the loss has been incurred. The guidance under ASU 2016-13
will remove all current recognition thresholds and will require entities under the new current expected credit loss (“CECL”)
model to recognize an allowance for credit losses for the difference between the amortized cost basis of a financial instrument and the
amount of amortized cost that an entity expects to collect over the instrument’s contractual life. The new CECL model is based
upon expected losses rather than incurred losses. Additionally, the credit loss recognition guidance for available-for-sale securities
is amended and will require that credit losses on such debt securities should be recognized as an allowance for credit losses rather
than a direct write-down of amortized cost balance. The ASU is effective for fiscal years beginning after December 15, 2022, including
interim periods within those fiscal years. We are currently evaluating the effect that this new guidance will have on our financial statements
and related disclosures.
Note
3: Inventories
Inventories
consist of the following:
Schedule of Inventories
| |
April 2, 2022 | | |
January 1, 2022 | |
Finished products | |
$ | 1,440 | | |
$ | 1,218 | |
Raw materials and packaging | |
| 972 | | |
| 656 | |
Inventories, net | |
$ | 2,412 | | |
$ | 1,874 | |
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BRANDS INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
(In thousands, except for share and per share data)
Note
4: Income Taxes
Income
taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective
tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years
in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the enactment date. The Company accounts for penalties or interest
related to uncertain tax positions as part of its provision for income taxes.
Note
5: Earnings Per Share
Fully
diluted earnings per common share have been computed by dividing earnings by the weighted average number of common shares outstanding,
which would account for a potential 282,486
shares to be issued upon conversion of a convertible
note as of April 3, 2021. The convertible note for 282,486
shares was included in the calculation of fully
diluted earnings for the thirteen weeks ended April 3, 2021. The note was repaid in full on December 22, 2021.
The
following table sets forth the computation of basic and diluted earnings per share:
Schedule of Earnings Per Share, Basic and Diluted
| |
Thirteen Weeks Ended April 2, 2022 | | |
Thirteen Weeks Ended April 3, 2021 | |
Net income, numerator, basic computation | |
$ | 205 | | |
$ | 80 | |
Interest expense | |
| — | | |
| 6 | |
Net income, numerator, diluted computation | |
| 205 | | |
| 86 | |
| |
| | | |
| | |
Weighted average shares - denominator basic computation | |
| 5,154 | | |
| 5,154 | |
Effect of convertible note | |
| — | | |
| 282 | |
Weighted average shares, as adjusted - denominator diluted computation | |
| 5,154 | | |
| 5,436 | |
Earnings per common share: | |
| | | |
| | |
Basic | |
$ | 0.04 | | |
$ | 0.02 | |
Diluted | |
$ | 0.04 | | |
$ | 0.02 | |
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BRANDS INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
(In thousands, except for share and per share data)
Note
6: Share Based Compensation
On
June 10, 2014, the shareholders of the Company approved the 2014 Equity Incentive Plan (the “2014 Plan”). The 2014 Plan provides
for grants of various types of awards that are designed to attract and retain highly qualified personnel who will contribute to the success
of the Company and to provide incentives to participants in the 2014 Plan that are linked directly to increases in shareholder value
which will therefore inure to the benefit of all shareholders of the Company.
The
2014 Plan made 250,000 shares of common stock available for awards. The 2014 Plan also permits performance-based 2014 awards paid under
it to be tax deductible under Section 162(m) of the Internal Revenue Code of 1986, as amended, as “performance-based compensation.”
No stock options were issued in 2022 or 2021 and no options were outstanding as of April 2, 2022 and January 1, 2022.
Note
7: Notes Payable
Small
Business Administration (SBA) Loan
On
May 2, 2020 the Company received from the SBA a loan of $165 from the Paycheck Protection Program at an interest rate of 1%. Interest
and payments were deferred until March 4, 2021 The current portion of the loan was $165 as of January 2, 2021 and the loan would have
expired on May 2, 2022. On January 12, 2022, the Company was informed by the SBA that the entire amount of the loan had been forgiven
free of taxation. The Company recorded forgiveness of debt income of $165 in the thirteen weeks ended April 2, 2022 as SBA loan forgiveness
on the condensed statement of operations.
Related
Party
On
January 6, 2016, David Mintz, the Company’s former Chairman and Chief Executive Officer, provided the Company with a loan of $500.
The loan was extended until December 31, 2021 and was, at the option of the holder, convertible into the Company’s common stock
at a conversion price of $1.77 per share. Interest expense incurred to the related party was $25 for both fiscal years ended January 1, 2022 and January 2, 2021. On December
22, 2021, the entire loan of $500 plus accrued interest of $25 was paid by the Company to Mr. Mintz’s estate.
Note
8: Revenue
Performance
obligations relating to the delivery of food products are satisfied when the goods are shipped to the customer and net of all applicable
discounts, as follows: Payment term discounts, off-invoice allowance, manufacturer chargeback, freight allowance, spoilage discounts,
and product returns.
Revenues by geographical region are as follows:
Schedule of Revenue
| |
Thirteen Weeks Ended | | |
Thirteen Weeks Ended | |
| |
April 2, 2022 | | |
April 3, 2021 | |
| |
| | |
| |
Americas | |
$ | 3,285 | | |
$ | 2,979 | |
Europe | |
| - | | |
| 20 | |
Asia Pacific and Africa | |
| - | | |
| 94 | |
Middle East | |
| 178 | | |
| 57 | |
Revenues | |
$ | 3,463 | | |
$ | 3,150 | |
Approximately
90% and 91% of the Americas revenue in the 2022 and the 2021 periods, respectively, is attributable to sales in the United States. All
of the Company’s assets are located in the United States.
Net
sales by major product category:
Summary of Net Sales by Major Product Category
| |
Thirteen Weeks Ended | | |
Thirteen Weeks Ended | |
| |
April 2, 2022 | | |
April 3, 2021 | |
Frozen desserts and foods | |
$ | 547 | | |
$ | 430 | |
Vegan cheese products | |
| 2,916 | | |
| 2,720 | |
Net sales | |
$ | 3,463 | | |
$ | 3,150 | |
Note
9: Leases
The
Company’s facilities are located in a one-story facility in Cranford, New Jersey. The square foot facility houses its administrative
offices, a warehouse, walk-in freezer and refrigerator, and a product development laboratory and test kitchen. The Company’s original
lease agreement expired on July 1, 1999, but it continues to occupy the premises on a monthly basis. Any changes by either the landlord
or the Company remains subject to a six-month notification period. The Company currently has no plans to enter into a long-term lease
agreement for the facility. Rent expense was $20 in the thirteen weeks ended April 2, 2022 and the thirteen weeks ended April 3, 2021.
The Company’s management believes that the Cranford facility will continue to satisfy its space requirements for the foreseeable
future and that if necessary, such space can be replaced without a significant impact to the business. The Company rents warehouse storage
space at various outside facilities. Outside warehouse expenses amounted to $95 for the thirteen weeks ended April 2, 2022 and $112 for
the thirteen weeks ended April 3, 2021.
Under
Topic 842, operating lease expense is generally recognized evenly over the term of the lease. The standard requires a lessee to record
a right-of-use asset and a corresponding lease liability at the inception of the lease. The current portion of lease liabilities is included
in accrued expenses on the condensed balance sheets.
The
Company’s lease agreements generally do not provide an implicit borrowing rate; therefore, an internal incremental borrowing rate
is determined based on information available at lease commencement date for purposes of determining the present value of lease payments.
The Company used the incremental borrowing rate on December 29, 2018 of 5.5% for all leases that commenced prior to that date.
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BRANDS INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
(In thousands, except for share and per share data)
ROU
lease assets and lease liabilities for our operating leases were recorded in the balance sheet as follows:
Schedule of ROU lease Assets and Liabilities For Operating Leases
| |
As of | | |
As of | |
| |
April 2, 2022 | | |
January 1, 2022 | |
Operating lease right-of-use assets | |
$ | 175 | | |
$ | 203 | |
| |
| | | |
| | |
Current portion of lease liabilities | |
| 123 | | |
| 123 | |
Operating lease liabilities | |
| 65 | | |
| 95 | |
Total lease liability | |
$ | 188 | | |
$ | 218 | |
| |
| | | |
| | |
Weighted average remaining lease term (in years) | |
| 2.8 | | |
| 3.0 | |
Weighted average discount rate | |
| 5.5 | % | |
| 5.5 | % |
Future
lease payments included in the measurement of lease liabilities on the balance sheet as of April 2, 2022 are as follows:
Schedule
of Future Lease Payments
| |
As of | |
| |
April 2, 2022 | |
2022 (remaining) | |
$ | 84 | |
2023 | |
| 110 | |
Total future minimum lease payments | |
| 194 | |
Present value adjustment | |
| 6 | |
Total | |
$ | 188 | |
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BRANDS INC.
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The
following is management’s discussion and analysis of certain significant factors which have affected our financial position and
operating results during the periods included in the accompanying financial statements.
The
discussion and analysis which follows in this Quarterly Report and in other reports and documents and in oral statements made on our
behalf by our management and others may contain trend analysis and other forward-looking statements within the meaning of Section 21E
of the Securities Exchange Act of 1934 which reflect our current views with respect to future events and financial results. These include
statements regarding our earnings, projected growth and forecasts, and similar matters which are not historical facts. We remind stockholders
that forward-looking statements are merely predictions and therefore are inherently subject to uncertainties and other factors which
could cause the actual future events or results to differ materially from those described in the forward-looking statements. These uncertainties
and other factors include, among other things, business conditions in the food industry and general economic conditions, both domestic
and international; lower than expected customer orders; competitive factors; changes in product mix or distribution channels; and resource
constraints encountered in developing new products. The forward-looking statements contained in this Quarterly Report and made elsewhere
by or on our behalf should be considered in light of these factors.
Critical
Accounting Estimates
Our
financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The preparation
of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. The policies discussed below are considered by management to be critical to an understanding
of our financial statements because their application places the most significant demands on management’s judgment, with financial
reporting results relying on estimation about the effect of matters that are inherently uncertain. Specific risks for these critical
accounting policies are described in the following paragraphs. For all of these policies, management cautions that future events rarely
develop exactly as forecast, and the best estimates routinely require adjustment.
Revenue
Recognition. We primarily sell vegan and dairy-free soy-based cheeses, frozen desserts and other food products. We recognize revenue
when control over the products transfers to our customers, deemed to be the performance obligation, which generally occurs when the product
is shipped or picked up from one of our distribution locations by the customer. We account for product shipping, handling and insurance
as fulfillment activities with revenues for these activities recorded within net revenue and costs recorded within cost of sales. Revenues
are recorded net of trade and sales incentives and estimated product returns. Known or expected pricing or revenue adjustments, such
as trade discounts, rebates or returns, are estimated at the time of sale. We base these estimates of expected amounts principally on
historical utilization and redemption rates. Estimates that affect revenue, such as trade incentives and product returns, are monitored
and adjusted each period until the incentives or product returns are realized.
Key
sales terms, such as pricing and quantities ordered, are established on a frequent basis such that most customer arrangements and related
incentives have a one year or shorter duration. As such, we do not capitalize contract inception costs and we capitalize product fulfillment
costs in accordance with U.S. GAAP and our inventory policies. We generally do not have any unbilled receivables at the end of a period.
Accounts
Receivable. The majority of our accounts receivables are due from distributors (domestic and international) and retailers. Credit
is extended based on evaluation of a customers’ financial condition and, generally, collateral is not required. Accounts receivable
are most often due within 30 to 90 days and are stated at amounts due from customers net of an allowance for doubtful accounts and reserve
for sales promotions. Accounts outstanding longer than the contractual payment terms are considered past due. We determine whether an
allowance is necessary by considering a number of factors, including the length of time trade accounts receivable are past due, our previous
loss history, the customer’s current ability to pay its obligation, and the condition of the general economy and the industry as
a whole. We write-off accounts receivable when they become uncollectible, and payments subsequently received on such receivables are
credited to the bad debt expense account. We do not accrue interest on accounts receivable past due.
Inventory.
Inventory is stated at lower of cost or net realizable value determined by first in first out (FIFO) method. Inventories in excess
of future demand are written down and charged to the provision for inventories. At the point of which loss is recognized, a new, lower
cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration or increase
in the newly established cost basis.
Leases.
Under Topic 842, operating lease expense is generally recognized evenly over the term of the lease. We have operating leases primarily
consisting of facilities with remaining lease terms of approximately one to three years. Leases with an initial term of twelve months
or less are not recorded on the balance sheet. For lease agreements entered into or reassessed after the adoption of Topic 842, we have
combined the lease and non-lease components in determining the lease liabilities and right of use assets.
Income
Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected
to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date. A valuation allowance is recorded if there is uncertainty as to the realization of deferred
tax assets. We will recognize a tax benefit in the financial statements for an uncertain tax position only if management’s assessment
is that the position is “more likely than not” (i.e., a likelihood greater than 50 percent) to be allowed by the tax jurisdiction
based solely on the technical merits of the position. The term “tax position” refers to a position in a previously filed
tax return or a position expected to be taken in a future tax return that is reflected in measuring current or deferred income tax assets
and liabilities for financial reporting purposes.
Recent
Developments
An
outbreak of an infectious respiratory illness caused by a novel coronavirus known as COVID-19 was first detected in China in December
2019 and has now spread globally. This outbreak has resulted in travel restrictions, closed international borders, enhanced health screenings
at ports of entry and elsewhere, prolonged quarantines, order cancellations, supply chain disruptions, increased costs for raw materials,
and lower consumer demand, and other significant economic impacts, as well as general concern and uncertainty.
The
severity of the pandemic and the uncertainty regarding the length of its effects could have negative consequences for our company. To
date, the effects of the pandemic have affected certain aspects of our operations. All of our co-packing facilities are currently operating
normally, and the pandemic has not constrained any of our production requirements. The cost of certain key ingredients and packaging
has increased substantially due to short-term supply issues related to COVID-19. Additionally, we are currently experiencing longer lead
times in receiving certain ingredients and packaging. We anticipate that these longer lead times will persist for the balance of 2022.
We continue to be able to schedule trucks for delivery and a large majority of our customers are still operating and ordering our products
as before. Additionally, our freight costs have increased substantially due to a driver shortage caused by COVID-19 and a significant
increase in fuel costs. In response to these cost increases and the potential for additional cost increases affecting various aspects
of our operations, we have initiated a series of sales price increases commencing in the fourth quarter of 2021 and continuing into the
first quarter of 2022 to help offset these cost increases.
Our
ability to handle customer and consumer communications, schedule production, and order ingredients necessary for our production has not
been materially impacted. Nor have we experienced a significant change in the timeliness of payments of our invoices and our cash position
of approximately $2,075,000 as of May 9, 2022 has improved since our fiscal year end January 1, 2022.
Results
of Operations
Thirteen
Weeks Ended April 2, 2022 Compared with Thirteen Weeks Ended April 3, 2021
Net
sales for the thirteen weeks ended April 2, 2022 increased by $313,000, or 10%, to $3,463,000, from net sales of $3,150,000 for the thirteen
weeks ended April 3, 2021. Sales of our vegan cheese products increased to $2,916,000 in the 2022 period from $2,720,000 in the 2021
period. Sales of our frozen dessert and frozen food products, which consist primarily of frozen dessert products, increased to $547,000
in the thirteen weeks ended April 2, 2022 from $430,000 for the thirteen weeks ended April 3, 2021. We anticipate an increase in sales
dollars over the balance of the current fiscal year as our prices increases take full effect.
Our
gross profit decreased to $857,000 in the period ended April 2, 2022 from $1,001,000 in the period ended April 3, 2021. Our gross profit
percentage was 25% for the period ending April 2, 2022 compared to 32% for the period ending April 3, 2021. The decrease in both our
gross profit and gross profit percentage were caused by the substantial increases in certain ingredients and freight expense.
Freight
out expense, a significant part of our cost of sales, increased by $91,000, or 40%, to $318,000 for the thirteen weeks ended April 2,
2022 compared with $227,000 for the thirteen weeks April 3, 2021. Freight out expense was 9% of sales for the thirteen weeks ended April
2, 2022 compared to 7% of sales for the thirteen weeks ended April 3, 2021. The increase in freight out expenses was due to the increase
in sales, but primarily due to the increases in shipping costs due to the large increase in the cost of fuel and the unavailability of
trucks. We anticipate that our freight out expense will continue at the current higher rate for the balance of 2022.
Selling
expenses decreased by $59,000, or 18%, to $264,000 for the thirteen weeks ended April 2, 2022 from $323,000 for the thirteen weeks ended
April 3, 2021. This decrease was primarily attributable to decreases in payroll expense of $18,000, outside warehouse rental expense
of $17,000, and commission expense of $22,000. We anticipate our selling expenses for 2022 will remain below the level of selling expenses
in 2021. The decrease in commission expense is due to lower cash collections in the current period. Commissions to our brokers are
paid upon cash receipts. The reduction in payroll expense was due to one less employee in sales in the current period.
Marketing
expenses increased by $86,000, or 123%, to $156,000 for the thirteen weeks ended April 2, 2022 from $70,000 for the thirteen weeks ended
April 3, 2021. The increase was primarily due to increases in promotions expense of $55,000, artwork and plates expense of $19,000,
and advertising expense of $9,000, We anticipate that our marketing expenses for the balance of the year will be lower than the first
quarter of 2022, as the increase in promotion expense during the first quarter was a one time event.
Product
development costs, which consist principally of salary expenses and laboratory costs, increased by $1,000, or 3%, to $40,000 for the
thirteen weeks ended April 2, 2022 from $39,000 for the thirteen weeks ended April 3, 2021.
General
and administrative expenses decreased by $110,000, or 25%, to $337,000 for the thirteen weeks ended April 2, 2022 from $447,000 for the
thirteen weeks ended April 3, 2021, primarily due to decreases in payroll expense of 103,000, travel, entertainment and auto expenses
of $12,000, and professional fees and outside services expense of $15,000, which were partially offset by an increase in public relations
expense of $30,000. The decrease in payroll expense was due to no salary being paid to Mr. Mintz this period compared to the same
period in the prior year.
Income
tax expense was $20,000 for the thirteen weeks ended April 2, 2022 and $36,000 for the thirteen weeks ended April 3, 2021 resulting from
the lower taxable income during the thirteen weeks ended April 2, 2022 compared to the thirteen weeks ended April 3, 2021.
Liquidity
and Capital Resources
As
of April 2, 2022, we had approximately $1,589,000 in cash and our working capital was approximately $4,551,000, compared with approximately
$1,698,000 in cash and working capital of $4,326,000 at January 1, 2022.
In
order to provide our company with additional working capital, on January 6, 2016, David Mintz, our former Chairman and Chief Executive
Officer, provided our company with a convertible loan of $500,000. On December 22, 2021, the loan balance of $500,000 plus accrued interest
of $25,000 was paid by the Company to Mr. Mintz’s estate.
The
following table summarizes our cash flows for the periods presented:
| |
Thirteen Weeks ended April 3,2021 | | |
Thirteen Weeks ended April 3, 2021 | |
Net cash (used in) provided by operating activities | |
$ | (109,000 | ) | |
$ | 987,000 | |
| |
| | | |
| | |
Net
cash used in operating activities for the thirteen weeks ended April 2, 2022 was $109,000 compared to $987,000 provided by operating
activities for the thirteen weeks ended April 3, 2021. Net cash used in operating activities for the thirteen weeks ended April 2, 2022
was primarily a result of SBA loan forgiveness of $165,000, an increase in accounts receivable of $81,000 and an increase in inventories
of $538,000, offset by our net income of $205,000, an increase in accounts payable and accrued expenses of $384,000, an increase in income
taxes payable of $16,000, and a decrease in prepaid expenses and other current assets of $53,000.
We
believe our existing cash on hand at April 2, 2022, existing working capital and the cash flows expected from operations, will be sufficient
to support our operating and capital requirements during the next twelve months.
Inflation
and Seasonality
We
do not believe that our operating results have been materially affected by inflation during the preceding two years. There can be no
assurance, however, that our operating results will not be affected by inflation in the future. Our business is subject to minimal seasonal
variations with slightly increased sales historically in the second and third quarters of the fiscal year. We expect to continue to experience
slightly higher sales in the second and third quarters, and slightly lower sales in the fourth and first quarters, as a result of reduced
sales of dairy free frozen desserts during those periods.
Off-balance
Sheet Arrangements
None.
Contractual
Obligations
We
had no material contractual obligations as of April 2, 2022.
Recently
Issued Accounting Standards
See
Note 2 to the unaudited condensed financial statements included in Part I, Item 1, Financial Statements, of this Quarterly Report
on Form 10-Q.
Item
4. Controls and Procedures
Evaluation
of Disclosure Controls and Procedures. As of April 2, 2022, our Company’s chief executive and financial officer conducted an
evaluation regarding the effectiveness of our Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e)
under the Exchange Act. Based upon the evaluation of these controls and procedures, our chief executive and financial officer concluded
that our disclosure controls and procedures were not effective as April 2, 2022.
Disclosure
Controls and Internal Controls. As provided in Rule 13a-14 of the General Rules and Regulations under the Securities and Exchange
Act of 1934, as amended, Disclosure Controls are defined as meaning controls and procedures that are designed with the objective of insuring
that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), is recorded, processed, designed and reported within the time periods specified by the SEC’s rules and forms. Disclosure
Controls include, within the definition under the Exchange Act, and without limitation, controls and procedures to insure that information
required to be disclosed by us in our reports is accumulated and communicated to our management, including our chief executive officer
and principal financial officer, as appropriate to allow timely decisions regarding disclosure. Internal Controls are procedures which
are designed with the objective of providing reasonable assurance that (1) our transactions are properly authorized; (2) our assets are
safeguarded against unauthorized or improper use; and (3) our transactions are properly recorded and reported, all to permit the preparation
of our financial statements in conformity with generally accepted accounting principles.
Management’s
Report on Internal Control Over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal
control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of the
interim Chief Executive Officer and Chief Financial Officer and effected by our board of directors, management and other personnel, to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles.
Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.
Management’s
evaluation of internal control over financial reporting includes using the COSO framework, an integrated framework for the evaluation
of internal controls issued by the Committee of Sponsoring Organizations of the Treadway Commission, to identify the risks and control
objectives related to the evaluation of our control environment.
Based
on the evaluation under the frameworks described above, Mr. Kass, our chief executive and chief financial officer, has concluded that
our internal control over financial reporting was ineffective as of April 2, 2022 because of the following material weaknesses in internal
controls over financial reporting:
|
● |
A
continuing lack of sufficient resources and an insufficient level of monitoring and oversight, which may restrict our ability to
gather, analyze and report information relative to the financial statements, including but not limited to accounting estimates, reserves,
allowances, and income tax matters, in a timely manner. |
|
|
|
|
● |
The
limited size of the accounting department makes it impracticable to achieve an optimum separation of duties and monitoring of internal
controls. |
To
date, we have been unable to remediate these weaknesses, which stem from our small workforce of four persons at April 2, 2022.
Changes
in Internal Control over Financial Reporting
There
have been no changes in our internal control over financial reporting during the period covered by this report on Form 10-Q that have
materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.